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ALBA 2007 – 1 plc - Irish Stock Exchange

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sanctioned by an Extraordinary Resolution of each of the A1 Noteholders, the A2 Noteholders and the<br />

A3 Noteholders. Other than in respect of Basic Terms Modifications, the Trust Deed imposes no such<br />

limitations on the powers of the A Noteholders, the exercise of which will be binding on the B<br />

Noteholders, the C Noteholders, the D Noteholders, the E Noteholders, the F Noteholders and the<br />

Instrumentholders, irrespective of the effect on their interests.<br />

An Extraordinary Resolution of the C Noteholders shall be effective when, inter alia, the Trustee is of<br />

the opinion that it will not be materially prejudicial to the interests of the A Noteholders and the B<br />

Noteholders or it is sanctioned by an Extraordinary Resolution of the A1 Noteholders, the A2<br />

Noteholders, the A3 Noteholders and the B Noteholders. Other than in respect of Basic Terms<br />

Modifications, the Trust Deed imposes no such limitations on the powers of the B Noteholders, the<br />

exercise of which will be binding on the C Noteholders, the D Noteholders, the E Noteholders, the F<br />

Noteholders and the Instrumentholders, irrespective of the effect on their interests.<br />

An Extraordinary Resolution of the D Noteholders shall be effective when, inter alia, the Trustee is of<br />

the opinion that it will not be materially prejudicial to the interests of the A Noteholders, the B<br />

Noteholders or the C Noteholders or it is sanctioned by an Extraordinary Resolution of the A1<br />

Noteholders, the A2 Noteholders, the A3 Noteholders, the B Noteholders and the C Noteholders.<br />

Other than in respect of Basic Terms Modifications, the Trust Deed imposes no such limitations on the<br />

powers of the C Noteholders, the exercise of which will be binding on the D Noteholders, the E<br />

Noteholders, the F Noteholders and the Instrumentholders irrespective of their interests.<br />

An Extraordinary Resolution of the E Noteholders shall be effective when, inter alia, the Trustee is of<br />

the opinion that it will not be materially prejudicial to the interests of the A Noteholders, the B<br />

Noteholders, the C Noteholders or the D Noteholders or it is sanctioned by an Extraordinary Resolution<br />

of the A1 Noteholders, the A2 Noteholders, the A3 Noteholders, the B Noteholders, the C Noteholders<br />

and the D Noteholders. Other than in respect of Basic Terms Modifications, the Trust Deed imposes<br />

no such limitations on the powers of the D Noteholders, the exercise of which will be binding on the E<br />

Noteholders, the F Noteholders and the Instrumentholders, irrespective of their interests.<br />

An Extraordinary Resolution of the F Noteholders shall be effective when, inter alia, the Trustee is of<br />

the opinion that it will not be materially prejudicial to the interests of the A Noteholders, the B<br />

Noteholders, the C Noteholders, the D Noteholders or the E Noteholders or is sanctioned by an<br />

Extraordinary Resolution of the A1 Noteholders, the A2 Noteholders, the A3 Noteholders, the B<br />

Noteholders, the C Noteholders, the D Noteholders and the E Noteholders. Other than in respect of<br />

Basic Terms Modifications, the Trust Deed imposes no such limitations on the powers of the E<br />

Noteholders, the exercise of which will be binding on the F Noteholders and the Instrumentholders,<br />

irrespective of their interests.<br />

Any resolution or direction of any class of Noteholders or Instrumentholders that would have the effect<br />

of modifying or waiving any provision of any of the Priorities of Payments shall not be effective unless<br />

it has been sanctioned by an Extraordinary Resolution of each class of Instrumentholders (such right of<br />

each class of Instrumentholders, the "Instrumentholder Entrenched Rights").<br />

An Extraordinary Resolution passed at any meeting of the Noteholders of any class of Notes shall be<br />

binding on all Noteholders of the relevant class, whether or not they are present at the meeting. The<br />

majority required for an Extraordinary Resolution, including the sanctioning of a Basic Terms<br />

Modification, shall be not less than 75 per cent. of the votes cast on that Extraordinary Resolution.<br />

Subject to the succeeding paragraph, the Trustee may agree, without the consent of the Noteholders of<br />

any class, (a) to any modification (except a Basic Terms Modification) of, or to the waiver or

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